{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-119274","form_type":"8-K","ticker":"RAIN","cik":"0002028293","company_name":"Rain Enhancement Technologies Holdco, Inc.","filed_at":"2026-11-13T14:18:50+00:00","discovered_at":"2026-11-13T14:20:00.288925+00:00","generated_at":"2026-11-13T14:20:07.641107+00:00","sec_items":["1.01","3.02","3.03","5.07","7.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"RAIN to merge with Tensor Networks at $180M valuation; Tensor holders to own ~90% of combined company","bullets":["RAIN, Merger Sub and Tensor Networks signed a merger agreement on Nov. 12, 2026; Tensor would become a wholly owned RAIN subsidiary, with closing expected in February 2027.","Exchange ratio values RAIN at $20M and Tensor Networks at $180M; Tensor pre-merger holders to own ~90% of combined company, RAIN shareholders ~10% fully diluted.","Closing conditions include at least $25M gross cash from Financing less Tensor SAFEs; Tensor may raise up to $5M via SAFEs pre-close; no definitive financing agreements signed yet.","Governance: 7-member board (4 Tensor designees, 2 RAIN incl. Harry You as non-exec chairman, 1 mutual); Eric Frazier becomes CEO, Randy Seidl becomes President.","Other terms: reverse stock split, Class B conversion, RAIN debt restructuring, name change; 2026 Equity Incentive Plan reserve 5%; lock-ups 18 months insiders, 12 months employees."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-119274","json":"https://secwatch.observer/filing/0001213900-26-119274.json","markdown":"https://secwatch.observer/filing/0001213900-26-119274.md","text":"https://secwatch.observer/filing/0001213900-26-119274.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2028293/000121390026119274/0001213900-26-119274-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2028293/000121390026119274/ea0311946-8k425_rain.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-11-13T14:20:07.641107+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}